The Connection with Civil and Commercial subjects from the View of Compilation of Civil Code

Abstract

Commercial subject is first a kind of civil subject, and becomes commercial subject by virtue of entering the business field. Therefore, it suggests that the reform shall be taken on the enterprises’ business license, abandoning the unionism mode and adopting the separatism mode. Such view has the rationality to some extent, matching the theoretical system of civil subject. However, it neglects the specificity of commercial law and the purpose of creating the commercial subject. The commercial subject shall be independent of the civil subject. When the commercial subject obtains the certificate of subject qualification, it gains the general business qualification and may carry out its business, unless the law or special industry requires separately. As for the classification of legal persons, the newly-enacted General Rules of Civil Law (General Rules) divides the legal persons into for-profit and non-for-profit, inheriting and developing the conventional practice. Whether in form or in content, Company Law has a large impact on legal persons within General Rules. The classification of commercial subject is not able to perfectly match the classification of civil subject within General Rules. The expressions of certain terms or words have some differences between General Rules and Company Law. In some places, regulations in Company Law are wider than General Rules, while the regulations in General Rules are restrictively selected. Some terms are first provided in General Rules, refining and sublimating of the regulations in Company law. Where there are conflicts between these two laws, the issues of legal application and interpretation will apply.